Exhibit 10.8


 


 


SECURITIES
ASSIGNMENT AGREEMENT


 


This Securities Assignment
Agreement is dated as of September 25, 2018 (this “Assignment”), by and among Schultze Special Purpose Acquisition
Sponsor, LLC, a Delaware limited liability company (the “Seller”), and the parties identified on the signature
page hereto (each a “Buyer” and collectively, the “Buyers”).


 


WHEREAS, on
the terms and subject to the conditions set forth in this Assignment, the Seller wishes to assign to the Buyers an aggregate of
60,000 shares (the “Shares”) of common stock, par value $0.0001 per share (“Common Stock”),
of Schultze Special Purpose Acquisition Corp. (the “Company”), a newly-organized blank check company, or special
purpose acquisition company, formed for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, recapitalization,
reorganization or similar business combination with one or more businesses or entities (a “Business Combination”),
and the Buyers wish to purchase and receive the Shares from the Seller.


 


NOW, THEREFORE,
in consideration of the premises, representations, warranties and the mutual covenants contained in this Assignment, and for other
good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto, intending
to be legally bound, hereby agree as follows:


 


Section
1           Assignment of Shares. Seller hereby assigns 20,000 Shares to each of the Buyers.
Each Buyer has paid to the Seller an aggregate amount of One Hundred Sixteen Dollars ($116), for an aggregate purchase price of
Four Hundred Twenty Dollars ($420) (the “Purchase Price”), in consideration of the assignment of the Shares. 


 


Section
2           Potential Forfeiture of Shares. (a) In the event that the Company determines for
any reason not to nominate, elect or appoint any Buyer as a member of the board of directors of the Company, or if any Buyer otherwise
does not become a member of the board of directors of the Company for any reason, on or prior to the closing of the Public Offering
(as defined below), such Buyer shall automatically forfeit all of the Shares held by such Buyer, which shall automatically be assigned
and returned to the Seller, and the Seller shall promptly return the applicable portion of the Purchase Price to such Buyer.


 


(b)
In the event that, following the closing of the Public Offering and prior to the consummation by the Company of a Business Combination,
any Buyer resigns or otherwise ceases to serve as a member of the board of directors of the Company for any reason, Seller (or
its designee(s)) shall have the right, but not the obligation, to purchase from such Buyer fifty percent (50%) of the Shares purchased
by such Buyer hereunder, for a purchase price equal to the per-share purchase price paid by such Buyer for such Shares hereunder.
Such right shall be exercisable by Seller at any time prior to the consummation of a Business Combination by providing written
notice of such exercise to the applicable Buyer.


 


(c)
The applicable Buyer shall take all actions as may be reasonably necessary to consummate any forfeiture or sale contemplated by
this Section 2, including entering into agreements and delivering certificates and instruments and consents as may be
deemed by Seller to be necessary or appropriate, and the applicable Buyer hereby grants to Seller and any representative designated
by Seller without further action by such Buyer a limited irrevocable power of attorney to effect any forfeiture or transfer contemplated
hereby on behalf of such Buyer, which power of attorney shall be deemed to be coupled with an interest.


 


Section
3           No Conflicts. Each party represents and warrants that neither the execution and delivery
of this Assignment by such party, nor the consummation or performance by such party of any of the transactions contemplated hereby,
will with or without notice or lapse of time, constitute, create or result in a breach or violation of, default under, loss of
benefit or right under or acceleration of performance of any obligation required under any agreement to which it is a party.


 




     

     


    

 


Section
4           Investment Representations. Each Buyer represents and warrants, with respect to himself
or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant
risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the
risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable
under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance
with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described
in the Company’s registration statement on Form S-1, as may be amended (the “Registration Statement”), under
the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the
Company (the “Public Offering”)). Such Buyer further understands that Buyer will be required to execute and deliver
(a) a letter agreement including, among other provisions, the foregoing transfer restrictions and (b) a stock escrow agreement
with respect to the Shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares
shall bear a legend referring to such transfer restrictions and agreements.


 


The Shares are being
acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or
for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract,
undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given
the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions
of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller
possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability
of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any
person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor”
as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not
join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of
the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Company.


 


Section
5           Miscellaneous. This Assignment, together with the certificates, documents, instruments
and writings that are delivered pursuant hereto, constitutes the entire agreement and understanding of the parties hereto in respect
of its subject matter. This Assignment may be executed in two or more counterparts, each of which will be deemed an original but
all of which together will constitute one and the same instrument. This Assignment may not be amended, modified or waived as to
any particular provision, except by a written instrument executed by all parties hereto. Except as otherwise provided herein, no
party hereto may assign either this Assignment or any of its rights, interests, or obligations hereunder without the prior written
approval of the other party.


 


[SIGNATURE
PAGE FOLLOWS]


 




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IN WITNESS WHEREOF,
the undersigned have executed this Assignment to be effective as of the date first set forth above.





 


	 	SCHULTZE SPECIAL PURPOSE ACQUISITION SPONSOR, LLC
	 	 
	 	By:  	/s/ George J. Schultze
	 	 	Name:	George J. Schultze
	 	 	Title: 	Manager
	 	 
	 	BUYERS:
	 	 
	 	/s/ William T. Allen
	 	William T. Allen
	 	 
	 	/s/ William G. LaPerch
	 	William G. LaPerch
	 	 
	 	/s/ John J. Walker
	 	John J. Walker


 


[Signature Page to Securities Assignment
Agreement]